Section 1: 13F-HR

Form 13F Filer Information

Is this an electronic copy of an official filing submitted in paper format?

YES

Submission Contact Information

Name

Phone

Email Address

Notification Information

Notify via Filing website only?

YES

Notification will automatically be sent to the Login CIK, Submission Contact, and Primary Issuers. Specify additional addresses below.

Notification Email Addresses

United StatesSecurities and Exchange CommissionWashington, D.C. 20549

Form 13F

Form 13F Cover Page

Report for the Calendar Year or Quarter Ended:

09-30-2018

Check here if Amendment: Amendment Number:

This Amendment (Check only one.):

is a restatement. adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:

Hilltop Holdings Inc.

Address:

2323 Victory Avenue

Suite 1400

Dallas

TX

75219

Form 13F File Number:

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:

/s/ Corey G. Prestidge

Title:

Executive Vice President, General Counsel and Secretary

Phone:

214-855-2177

Signature, Place, and Date of Signing:

/s/ Corey G. Prestidge

[Signature]

Dallas,TX

[City, State]

11-14-2018

[Date]

Report Type (Check only one.):

13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)

13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)

13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)

List of Other Managers Reporting for this Manager

[If there are no entries in this list, omit this section.]

Form 13F File Number Name

[Repeat as necessary.]

Do you wish to provide information pursuant to Special Instruction 5?

Yes No

Additional Information

Form 13F Summary Page

Report Summary:

Number of Other Included Managers:

4

Form 13F Information table Entry Total:

661

Form 13F Information table Value Total:

476497

(thousands)

Confidential information has been omitted from the public Form 13F report and filed separately with the Commission.

List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.